The first registration statement relates to a proposed public offering of up to $3 million of USAT common stock and related three-year warrants. The second registration statement relates to a proposed rights offering of USAT common stock and related three-year warrants. The proposed rights offering would be commenced as soon as practicable following the closing of the proposed public offering.

The offering price of the proposed public offering would be determined prior to the effective date of the registration statement. The subscription price of the proposed rights offering would not be greater than the offering price of the proposed public offering and would be determined prior to the effective date of the registration statement. Assuming the proposed rights offering would be fully subscribed, the amount raised in the rights offering would be up to $12 million, less the amount raised in the prior public offering.

USAT plans to use the proceeds from the offerings for general corporate purposes, including working capital and providing financing for the manufacture of ePort® cashless payment products anticipated to be used by its customers participating in its JumpStart Program.

Under the proposed rights offering, USAT would distribute one non-transferable subscription right to each holder of record of every share of its common stock on the record date. Each non-transferable right would entitle the holder to purchase one share of common stock at the subscription price and a warrant that would entitle the holder to purchase one share of common stock for three years from the date of issuance.

USAT would also distribute the non-transferable subscription rights to each holder of its publicly-traded warrants that are traded on the NASDAQ Global Market under the symbol "USATW" on the record date, and to two of its warrant holders who are entitled to participate in the rights offering pursuant to the terms of the warrants held by them. Each such warrant holder would receive one non-transferable subscription right for each share of common stock into which the warrants would be exercisable as of the record date.

The record, commencement and expiration dates for the proposed rights offering would be determined at the time that the registration statement relating to the rights offering becomes effective.

The Company has engaged Source Capital Group, Inc. to act as the placement agent for the proposed public offering and the dealer-manager for the subsequent proposed rights offering and MacKenzie Partners, Inc. to act as the information agent for the proposed rights offering.

A registration statement relating to the securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.